As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 of the Credit Agreement) at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Agent specifying any such other location within 30 days’ after the first date on which any Equipment or Inventory is moved to such location. (b) Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor. (c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act. (d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 of the Credit Agreement. Without limitation to the foregoing, each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Collateral Agent) reasonably satisfactory to the Collateral Agent. All proceeds under each policy shall be payable to the Collateral Agent or deposited directly to a Dominion Account. From time to time upon request, the Loan Parties shall deliver to the Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: (i) showing the Collateral Agent (or, in the case of property insurance, the Collateral Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Loan Party agrees to deliver to the Collateral Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Agent or deposited to a Dominion Account as provided above. If an Event of Default has occurred and is continuing, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Documents and cause the insurers to acknowledge notice of such assignment. (e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) of the Credit Agreement, the Collateral Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 2 contracts
Samples: Security Agreement (Ply Gem Holdings Inc), Security Agreement (Ply Gem Holdings Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 4.13 of the Credit AgreementIndenture) at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Noteholder Collateral Agent specifying any such other location within 30 days’ days after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Noteholder Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 4.23 of the Credit AgreementIndenture. Without limitation to the foregoing, each Loan Party Grantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Noteholder Collateral Agent) reasonably satisfactory to the Noteholder Collateral Agent. All proceeds under each policy shall be payable to the Noteholder Collateral Agent or deposited directly to a Dominion Account. From time to time upon request, the Loan Parties Grantors shall deliver to the Noteholder Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Noteholder Collateral Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: (i) showing the Noteholder Collateral Agent (or, in the case of property insurance, the Collateral Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Noteholder Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Noteholder Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Grantor or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Grantor fails to provide and pay for any insurance, the Noteholder Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers Issuer therefor. Each Loan Party Grantor agrees to deliver to the Noteholder Collateral Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties Grantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Noteholder Collateral Agent or deposited to a Dominion Account as provided above. If an Event of Default has occurred and is continuing, only the Noteholder Collateral Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Noteholder Collateral Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Note Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Noteholder Collateral Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) of the Credit Agreement, the Collateral Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 2 contracts
Samples: Collateral Agreement (Ply Gem Holdings Inc), Collateral Agreement (Ply Gem Holdings Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 4.13 of the Credit AgreementIndenture) at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Agent specifying any such other location within 30 days’ days after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 4.05 of the Credit AgreementIndenture. Without limitation to the foregoing, each Loan Party Grantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements indorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Collateral Agent) reasonably satisfactory to the Collateral Agent. All proceeds under each policy shall be payable to the Collateral Agent or deposited directly to a Dominion AccountAgent. From time to time upon request, the Loan Parties Grantors shall deliver to the Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: indorsements:
(i) showing the Collateral Agent (or, in the case of property insurance, the Collateral Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Grantor or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Grantor fails to provide and pay for any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers Issuer therefor. Each Loan Party Grantor agrees to deliver to the Collateral Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties Grantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Agent or deposited to a Dominion Account as provided aboveAgent. If an Event of Default has occurred and is continuing, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral AgentAgent (without herein imposing or implying any duty or obligation on the part of the Collateral Agent to request such action), duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Note Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) 4.13 of the Credit Agreement, the Collateral Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been madeIndenture. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 10 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 1 contract
Samples: Collateral Agreement (Nortek Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 of the Credit Agreement) having a value in excess of $1,000,000 at the places therefor specified in Section 2 2(d) to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Agent specifying any such other location within 30 days’ after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 of the Credit Agreement. Without limitation to the foregoing, each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a “Best Rating Rating” of at least A7, unless otherwise approved by the Collateral Agent) reasonably satisfactory to the Collateral Agent. All proceeds under each policy shall be payable to the Collateral Agent or deposited directly to a Dominion AccountAgent. From time to time upon request, the Loan Parties shall deliver to the Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: (i) showing the Collateral Agent (or, in the case of property insurance, the Collateral Agent and the Trusteeas loss payee or additional insured, as their interests may appear) as sole loss payeeapplicable; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Loan Party agrees to deliver to the Collateral Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Agent or deposited to a Dominion Account as provided above. If an Event of Default has occurred and is continuing, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Accountshall, and to the extent required to required, be applied to the Obligations in accordance with Section 2.05(b) of the Credit Agreement, and the Collateral Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 1 contract
Samples: Security Agreement (Nortek Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 4.13 of the Credit AgreementIndenture) having a value in excess of $1,000,000 at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Agent specifying any such other location within 30 days’ days after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 4.05 of the Credit AgreementIndenture. Without limitation to the foregoing, each Loan Party Grantor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements indorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Collateral Agent) reasonably satisfactory to the Collateral Agent. All proceeds under each policy shall be payable to the Collateral Agent or deposited directly to a Dominion AccountAgent. From time to time upon request, the Loan Parties Grantors shall deliver to the Collateral Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: indorsements:
(i) showing the Collateral Agent (or, in the case of property insurance, the Collateral Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Loan Party Grantor or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party Grantor fails to provide and pay for any insurance, the Collateral Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers Issuer therefor. Each Loan Party Grantor agrees to deliver to the Collateral Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties Grantors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Agent or deposited to a Dominion Account as provided aboveAgent. If an Event of Default has occurred and is continuing, only the Collateral Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral AgentAgent (without herein imposing or implying any duty or obligation on the part of the Collateral Agent to request such action), duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Note Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) 4.13 of the Credit AgreementIndenture, the Collateral Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement Indenture in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 10 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 1 contract
Samples: Collateral Agreement (Nortek Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 of the Credit Agreement) having a value in excess of $1,000,000 at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Administrative Agent specifying any such other location within 30 days’ after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Collateral Administrative Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 of the Credit Agreement. Without limitation to the foregoing, each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a “Best Rating Rating” of at least A7, unless otherwise approved by the Collateral Administrative Agent) reasonably satisfactory to the Collateral Administrative Agent. All proceeds under each policy shall be payable to the Collateral Administrative Agent or deposited directly to a Dominion Account. From time to time upon request, the Loan Parties shall deliver to the Collateral Administrative Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Administrative Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: (i) showing the Collateral Administrative Agent (or, in the case of property insurance, the Collateral Administrative Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, the Collateral Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Loan Party agrees to deliver to the Collateral Administrative Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Administrative Agent or deposited to a Dominion Account as provided above. If an Event of Default has occurred and is continuing, only the Collateral Administrative Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral Administrative Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Administrative Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) of the Credit Agreement, the Collateral Administrative Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 1 contract
Samples: u.s. Security Agreement (Nortek Inc)
As to Equipment and Inventory and Insurance. (a) Each Grantor will keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business or pursuant to a disposition in accordance with Section 7.05 of the Credit Agreement) at the places therefor specified in Section 2 to the Perfection Certificate or at such other locations as such Grantor may determine from time to time, provided that such Grantor shall give written notice to the Collateral Administrative Agent specifying any such other location within 30 days’ after the first date on which any Equipment or Inventory is moved to such location.
(b) Each Grantor will promptly furnish to the Collateral Administrative Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Inventory of such Grantor.
(c) In producing its Inventory, each Grantor will comply in all material respects with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Each Grantor will, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as required under Section 6.07 of the Credit Agreement. Without limitation to the foregoing, each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by the Collateral Administrative Agent) reasonably satisfactory to the Collateral Administrative Agent. All proceeds under each policy shall be payable to the Collateral Administrative Agent or deposited directly to a Dominion Account. From time to time upon request, the Loan Parties shall deliver to the Collateral Administrative Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless the Collateral Administrative Agent shall agree otherwise, each policy of property insurance shall include satisfactory endorsements: (i) showing the Collateral Administrative Agent (or, in the case of property insurance, the Collateral Administrative Agent and the Trustee, as their interests may appear) as sole loss payee; (ii) requiring the insurer to endeavor to provide 30 days prior written notice to the Collateral Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Collateral Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for any insurance, the Collateral Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge the Borrowers therefor. Each Loan Party agrees to deliver to the Collateral Administrative Agent, promptly as rendered, copies of all material reports made to insurance companies in respect of the insurance described herein. So long as no Event of Default has occurred and is continuing, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Collateral Administrative Agent or deposited to a Dominion Account as provided above. If an Event of Default has occurred and is continuing, only the Collateral Administrative Agent shall be authorized to settle, adjust and compromise such claims. Further, each Grantor will, at the request of the Collateral Administrative Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of the Loan Documents and cause the insurers to acknowledge notice of such assignment.
(e) So long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Collateral received by the Collateral Administrative Agent in connection with any loss, damage or destruction of any Collateral shall be transferred to a Dominion Account, and to the extent required to be applied to the Obligations in accordance with Section 2.05(b) of the Credit Agreement, the Collateral Administrative Agent may direct the applicable Pledged Account Bank to release to such Grantor any such amount if and to the extent that any prepayment of Obligations is required under the Credit Agreement in connection with the receipt of such amount and such prepayment has been made. Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 8 may be paid directly to the Person who shall have incurred liability covered by such insurance.
Appears in 1 contract
Samples: u.s. Security Agreement (Nortek Inc)